Jody Macedonio
About Jody L. Macedonio
Independent director since May 2023; age 64. Former senior financial executive in consumer packaged goods with prior CFO roles at Meati (Aug 2022–Nov 2023), Chobani (Dec 2020–Jun 2022), 8th Avenue Food & Provisions (Aug 2020–Dec 2020), and Dean Foods (Feb 2018–Oct 2019; Dean Foods filed for Chapter 11 after her departure in Nov 2019). BS, Colorado State University; MBA, University of Colorado. Serves as a Class II director; term to 2028 if re‑elected; the Board has determined she is independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meati (animal‑free meat alternatives) | Chief Financial Officer | Aug 2022 – Nov 2023 | Senior finance leadership in alt-protein CPG |
| Chobani | Chief Financial Officer | Dec 2020 – Jun 2022 | Led finance during growth and capital markets preparation |
| 8th Avenue Food & Provisions | EVP & CFO | Aug 2020 – Dec 2020 | Private label food finance leadership |
| Dean Foods | CFO | Feb 2018 – Oct 2019 | Company filed Chapter 11 after her departure (Nov 2019) |
| Henkel/Sun Products | Senior VP Finance, Laundry & Beauty Divisions | 2012 – 2018 | P&L finance for major CPG categories |
| Nestlé; Frito‑Lay | Various roles | N/A | Early career CPG finance/ops experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nutrabolt (private beverage company) | Director | Current | Private company board; no public interlocks disclosed |
Board Governance
- Role and classification: Class II director and nominee; term runs to 2028 upon re‑election.
- Independence: Determined “independent director” under NASDAQ listing rules.
- Committee assignments: Member, Audit Committee (Chair: Virginie Costa; Deborah Poole also a member). Not on Human Capital Committee or Nominating & Corporate Governance Committee.
- Attendance and engagement: Board met five times in 2024; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting. Audit Committee met five times in 2024; each member attended meetings held during their service. Executive sessions of non‑management directors occur at least twice per year.
- Controlled company status: ADV is a NASDAQ “controlled company” (Topco majority voting power) and is exempt from certain governance requirements (does not affect Audit Committee independence). Board composition/committee rights are further shaped by a Stockholders Agreement.
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard retainer per director policy |
| Committee chair fees | $0 | Not a chair; chair retainers: Audit $20,000; Human Capital $17,500; N&CG $17,500 |
| Meeting fees | $0 | Not disclosed; policy specifies annual retainers and RSUs |
| Total cash (2024) | $100,000 | As reported in Director Compensation Table |
Performance Compensation (Non‑Employee Director; 2024)
| Component | Amount/Terms | Vesting/Performance Metrics |
|---|---|---|
| Annual RSU grant (grant‑date fair value) | $174,997 | Vests on earlier of one‑year anniversary or the day immediately preceding the next annual meeting; no performance metrics (time‑based). Beginning 2025, directors can elect to defer RSU distribution. |
| Unvested stock awards outstanding (12/31/2024) | 49,715 units | Time‑based RSUs outstanding as of FY‑end 2024 |
| Options/PSUs (director) | None disclosed | Director equity is RSU‑based; no option or PSU program for non‑employee directors disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Macedonio |
| Private company boards | Nutrabolt (Director) |
| Interlocks (comp or other) | Human Capital Committee interlocks disclosed for 2024 do not involve Ms. Macedonio (committee consists of Manherz, Flynn, Han, Ratzan). |
| Sponsor influence | Stockholders Agreement grants sponsor designees and shapes committee representation; Ms. Macedonio serves as an independent director under that framework. |
Expertise & Qualifications
- 25+ years in CPG finance/operations with CFO roles at multiple scaled brands; MBA plus extensive category finance leadership at Henkel/Sun Products.
- Audit Committee member; Board has designated Virginie Costa (not Ms. Macedonio) as the audit committee financial expert.
- Independent status and CPG/finance depth align with ADV’s services to large consumer clients.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (ADV Class A) | 148,029 shares; <1% of outstanding (based on 323,370,226 shares outstanding as of 4/4/2025) |
| Unvested RSUs (12/31/2024) | 49,715 units |
| Pledged shares | Company policy prohibits pledging by directors; no pledging disclosed for Ms. Macedonio |
| Hedging policy | Company prohibits hedging by directors (and their households/controlled entities) |
Insider Trades
| Date | Filing | Transaction | Notes/Links |
|---|---|---|---|
| 05/29/2025 (reported) | Form 4 | Stock Award (Grant) to director (annual director equity) | Company IR Form 4 document; indicates director relationship . MarketBeat SEC filings log lists the Form 4 for MACEDONIO JODY L on 05/29/2025 . MarketWatch summary shows 141,129 shares awarded at $0.00 (RSU grant) on 05/28/2025 . Yahoo Insider Transactions also reflects a May 28, 2025 Stock Award (Grant) for Ms. Macedonio . |
Governance Assessment
-
Strengths and alignment:
- Independent director with deep CPG finance experience; serves on Audit Committee overseeing financial reporting and auditor independence.
- Director compensation mix is equity‑heavy (approx. $175k RSUs vs $100k cash retainer), aligning with shareholder interests; RSUs time‑vest around the annual meeting cadence.
- Attendance: Board and Audit Committee attendance thresholds met; all directors attended 2024 annual meeting.
- Anti‑hedging and anti‑pledging policy applies to directors, reducing alignment risk; clawback policy adopted consistent with Rule 10D‑1 (officer‑focused, indicative of broader governance posture).
-
Risk factors and potential red flags (contextual):
- Controlled company status concentrates voting power with Topco and provides exemptions from certain NASDAQ governance requirements (though Audit Committee independence maintained). This can limit minority shareholder influence on board composition/committees.
- Board composition and committee rights are influenced by the Stockholders Agreement among sponsors (CVC, Leonard Green, Centerview, Bain), which may affect independence optics; however, Ms. Macedonio herself is designated independent and not a sponsor designee.
- Prior employer Dean Foods filed Chapter 11 after her departure; not indicative of misconduct but relevant to risk assessment of historical affiliations.
-
Shareholder sentiment:
- Say‑on‑pay received ~97.2% support at the 2024 annual meeting, signaling broad investor alignment with compensation programs and governance practices; not director‑specific but relevant to overall governance confidence.
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 |
| Stock Awards ($) | $174,997 (RSUs at grant‑date fair value under ASC 718) |
| All Other Compensation ($) | $0 |
| Total ($) | $274,997 |
| Unvested Stock Awards at FY‑End | 49,715 RSUs (12/31/2024) |
| RSU Vesting Mechanics | Earlier of one‑year from grant or day before next annual meeting; 2025 grants eligible for deferral election; accelerate on change in control |
Committee Assignments and Attendance
| Committee | Role | 2024 Meetings | Attendance Note |
|---|---|---|---|
| Audit Committee | Member (Chair: Virginie Costa; Member: Deborah Poole) | 5 | Each member attended meetings held during their service; Audit Committee fully independent per Rule 10A‑3 |
| Human Capital Committee | Not a member | 6 | Committee independence affirmed; one member at 83% attendance (Flynn); not applicable to Ms. Macedonio |
| Nominating & Corporate Governance | Not a member | 3 | Committee independence affirmed; membership listed (Breitner chair, Levyn, Nebesar, West) |
Equity Ownership Summary
| Holder | Shares | % Outstanding |
|---|---|---|
| Jody L. Macedonio | 148,029 | <1% (out of 323,370,226 shares outstanding as of 4/4/2025) |
Policy notes: Directors are prohibited from hedging and pledging company securities; no pledging by Ms. Macedonio disclosed.
Related Party/Conflicts Check
- No related‑party transactions disclosed involving Ms. Macedonio. The company maintains a Related Party Transactions policy overseen by the Audit Committee.
- Broader structure includes intercompany loans between ADV and Topco (the controlling stockholder); these are reviewed under policy but are not specific to Ms. Macedonio.
Signals for Investors
- Board effectiveness: Independent Audit Committee membership, adequate attendance, and equity‑heavy director pay support alignment and oversight quality.
- Conflicts: Controlled company structure and sponsor rights can constrain independent board dynamics; monitor committee composition and any sponsor‑driven changes.
- Ownership/skin‑in‑the‑game: Sub‑1% personal ownership typical for directors; ongoing RSU grants and anti‑hedge/pledge policy provide baseline alignment.